<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
Royal Gold, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
780287 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Charles A. Jeannes
Placer Dome U.S. Inc.
One California Street, Suite 2500
San Francisco, California 94111
(415) 986-0740
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 780287 10 8 13D Page 2 of 26 Pages
1. NAME OF REPORTING PERSON Cortez Gold Mines
S.S. OR I.R.S. IDENTIFICATION NO. 88-0103052
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 790,765
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 790,765
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 790,765
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
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<PAGE>
CUSIP No. 780287 10 8 13D Page 3 of 26 Pages
1. NAME OF REPORTING PERSON Placer Dome U.S. Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 94-1267115
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 790,765
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 790,765
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 790,765
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 4 of 26 Pages
1. NAME OF REPORTING PERSON Placer Cortez Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 84-1181348
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 790,765
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 790,765
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 790,765
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 5 of 26 Pages
1. NAME OF REPORTING PERSON Placer Dome Inc.
S.S. OR I.R.S. IDENTIFICATION NO. (This is a Canadian
OF ABOVE PERSON company that has neither
a social security number
nor an IRS number)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 790,765
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 790,765
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 790,765
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 6 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 is being filed to amend the statements on Schedule 13D of
Placer Dome Inc., Placer Dome U.S. Inc. and Cortez Gold Mines (also known as
the Cortez Joint Venture), as originally filed with the Commission on
September 28, 1992 (the "Initial Statement"); as first amended and filed
with the Commission on May 15, 1995 ("Amendment No. 1"); and as amended and
filed with the Commission on June 17, 1996 ("Amendment No. 2") relating to
their beneficial ownership of the common stock, $0.01 par value, of Royal Gold,
Inc.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement, as was previously reported, is being filed by Cortez Gold
Mines, a joint venture governed by the laws of the State of Nevada. Cortez Gold
Mines is principally engaged in the exploration for, and the acquisition,
development and operation of, mineral properties in the State of Nevada, with
its principal business address being c/o Placer Dome U.S. Inc., One California
Street, Suite 2500, San Francisco, California 94111. This Statement is also
being filed by Placer Dome U.S. Inc., a California corporation, the principal
business of which is the exploration for, and the acquisition, development and
operation of, mineral properties in the United States and Mexico. Its principal
office and principal business is located at One California Street, Suite 2500,
San Francisco, California 94111. This Statement is also being filed by Placer
Dome Inc., a Canadian public company, and the ultimate parent of Placer Dome
U.S. Inc., which is engaged primarily in the exploration for, and the
acquisition, development and operation of, mineral properties. Its principal
executive offices and principal business address is located at Suite 1600, 1055
Dunsmuir Street,
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CUSIP No. 780287 10 8 13D Page 7 of 26 Pages
P.O. Box 49330, Bentall Postal Station, Vancouver, British Columbia, Canada
V7X 1P1.
Subsequent to the filing of Amendment No. 1 to this Statement, Placer Dome
U.S. Inc. transferred its ownership interest in Cortez Gold Mines, effective
July 7, 1995, to its wholly owned subsidiary, Placer Cortez Inc., a corporation
organized under the laws of the State of Delaware. This Statement is also being
filed by Placer Cortez Inc., the principal business of which is gold mining and
mineral exploration. Its principal office and principal business is located at
One California Street, Suite 2500, San Francisco, California 94111. Placer Dome
Inc., Placer Dome U.S. Inc., Placer Cortez Inc. and Cortez Gold Mines are
sometimes referred to herein collectively as the "Reporting Persons".
Information as to the current directors and officers of Placer Dome U.S.
Inc., Placer Cortez Inc. and Placer Dome Inc. is set forth respectively in
Exhibit B, as previously filed, and in Exhibits C and D, attached hereto.
During the past five years, neither Placer Dome Inc., Placer Dome U.S.
Inc., Placer Cortez Inc. or Cortez Gold Mines, nor any of their respective
directors or executive officers have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor have any of them
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any such person or entity was or is
subject to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<PAGE>
CUSIP No. 780287 10 8 13D Page 8 of 26 Pages
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Cortez Gold Mines, on September 18, 1992, acting through its managing
co-venturer, Placer Dome U.S. Inc., purchased from the Issuer in a private
transaction for investment purposes 500,000 shares of the Common Stock of the
Issuer and two warrants: a Class A warrant with the immediately exercisable
right to acquire 300,000 shares of the Common Stock of the Issuer at a price of
$2.00 per share; and a Class B warrant with the right to acquire 300,000 shares
of the Common Stock of the Issuer at a price of $3.00 per share (the "Two
Warrants"), for a total consideration of $800,000. In addition, the Class B
Warrant was only exercisable upon the occurrence of certain events. The Two
Warrants would have expired March 31, 1996, if not exercised prior to that date.
The transaction was effected by the execution of a subscription agreement, which
was attached as Exhibit D to the Initial Statement (the "Subscription
Agreement").
Subsequently, on March 29, 1996, Cortez Gold Mines exercised its right to
acquire the 600,000 shares of Common Stock of the Issuer underlying the Two
Warrants, at the price as set forth above, for a total consideration of
$1,500,000 to the Issuer.
On October 9, 1996, Cortez Gold Mines sold 154,621 shares of the Common
Stock of the Issuer through a brokerage transaction on the open market, at a
price of $12.25 per share. It is Cortez Gold Mines' intention to sell an
additional 190,765 of its shares of the Common Stock of the Issuer from time to
time in the open market, not to exceed more than approximately one percent (1%)
of the outstanding shares of Common Stock of the Issuer within any three-month
period. The 600,000 shares of Common Stock of the Issuer acquired as a result
of the exercise
<PAGE>
CUSIP No. 780287 10 8 13D Page 9 of 26 Pages
of the Two Warrants are restricted shares and, therefore, are subject to a
two-year holding period, which would not allow their public resale until April
22, 1998.
Except as to the above, none of the Reporting Persons, nor any other person
named in Item 2 of this Statement, presently has any other plans or proposals
which relate to, or would result in, any of the events or transactions
contemplated by letter paragraphs (a) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own 790,765 shares of the Common Stock of the Issuer, which
represents approximately 5.1% of the outstanding shares of Common Stock of the
Issuer.
None of the directors or executive officers named in Item 2 of this
Statement are beneficial owners of the Common Stock of the Issuer.
(b) Cortez Gold Mines, acting through Placer Cortez Inc. or through Placer
Dome U.S. Inc., as the parent of Placer Cortez Inc., has shared power to vote or
to dispose of the 790,765 shares of Common Stock of the Issuer. Placer Dome
Inc., as the ultimate parent of Placer Dome U.S. Inc. and Placer Cortez Inc.,
has shared power to direct the vote or disposition of the 790,765 shares of
Common Stock of the Issuer.
(c) Except as set forth in Item 4 hereinabove, none of the Reporting
Persons nor any other person named in Item 2 of this Statement has effected any
transactions of the Common Stock of the Issuer during the past 60 days.
<PAGE>
CUSIP No. 780287 10 8 13D Page 10 of 26 Pages
(d) As was previously reported, Kennecott Explorations (Australia) Ltd., a
Delaware corporation, as a joint venture participant in Cortez Gold Mines, has a
40% interest in Cortez Gold Mines, including the shares of Common Stock of the
Issuer. As a 40% joint venture participant in Cortez Gold Mines, Kennecott
Explorations (Australia) Ltd. appoints two (2) out of five (5) members to the
Cortez Gold Mines Management Committee; Placer Dome U.S. Inc. (now Placer Cortez
Inc., as successor in interest) appoints three (3) members. Each member is
entitled to one vote on issues concerning the joint venture, with most decisions
being determined by a majority vote. Kennecott Explorations (Australia) Ltd.
and Placer Dome U.S. Inc. (now Placer Cortez Inc.) share pro-rata in all profits
and losses.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
---------------------------
As was previously reported, Cortez Gold Mines entered into a form of
standstill agreement with the Issuer as part of the Subscription Agreement.
The form of standstill agreement was filed as Exhibit 5 to the Subscription
Agreement, which was attached as Exhibit D to the Initial Statement.
As described in Item 2 hereinabove, Placer Dome U.S. Inc. transferred
its ownership interest in Cortez Gold Mines to Placer Cortez Inc. pursuant to a
form of transfer agreement dated effective July 7, 1995, among Placer Dome U.S.
Inc., Placer Cortez Inc. and Kennecott Explorations (Australia) Ltd., which
agreement was filed as Exhibit E to Amendment No. 2. Subsequently, the form of
transfer agreement was amended by a First Amendment to Transfer Agreement and a
First Amendment to
<PAGE>
CUSIP No. 780287 10 8 13D Page 11 of 26 Pages
Assignment, both effective as of July 7, 1995 and attached hereto as Exhibits F
and G, respectively. Both of these amendments served to amend their former
respective agreements to show that Placer Dome U.S. Inc. remains as manager of
the Cortez Joint Venture.
Except as to the foregoing and that previously filed with the Commission,
to the knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereinabove or between such persons and any other person with respect to
any securities of the Issuer, including, but not limited to, transfer or voting
of any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A -- Power of Attorney dated June 12, 1996 given by Cortez
Gold Mines to Placer Cortez Inc.*
Exhibit B -- Directors and Executive Officers of Placer Dome U.S.
Inc.*
Exhibit C -- Directors and Executive Officers of Placer Cortez Inc.
Exhibit D -- Directors and Executive Officers of Placer Dome Inc.
Exhibit E -- Form of transfer agreement, effective July 7, 1995,
among Placer Dome U.S. Inc., Placer Cortez Inc. and
Kennecott Explorations (Australia) Ltd.*
- --------------------
* Previously filed.
<PAGE>
CUSIP No. 780287 10 8 13D Page 12 of 26 Pages
Exhibit F -- First Amendment to Transfer Agreement, effective July 7,
1995, among Placer Dome U.S. Inc., Placer Cortez Inc.
and Kennecott Explorations (Australia) Ltd.
Exhibit G -- First Amendment to Assignment effective July 7, 1995,
between Placer Dome U.S. Inc. and Placer Cortez Inc.
<PAGE>
CUSIP No. 780287 10 8 13D Page 13 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CORTEZ GOLD MINES
By Its Attorney-in-Fact*
Dated: October 17, 1996 By: /s/ Charles A. Jeannes
---------------------------------
Charles A. Jeannes
Secretary of Placer Cortez Inc.
____________________
* The authorization by power of attorney is incorporated herein by reference
to Exhibit A of Amendment No. 2.
<PAGE>
CUSIP No. 780287 10 8 13D Page 14 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER DOME U.S. INC.
Dated: October 17, 1996 By: /s/ Charles A. Jeannes
---------------------------------
Charles A. Jeannes
Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 15 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER CORTEZ INC.
Dated: October 17, 1996 By: /s/ Charles A. Jeannes
---------------------------------
Charles A. Jeannes
Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 16 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER DOME INC.
Dated: October 17, 1996 By: /s/ Ian E. Marshall
---------------------------------
Ian E. Marshall
Assistant Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 17 of 26 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
EXHIBIT INDEX
Description Page
----------- ----
EXHIBIT A Power of Attorney dated Incorporated
June 12, 1996 given by herein by
Cortez Gold Mines to reference to
Placer Cortez Inc. Page 18 of
Amendment No. 2
EXHIBIT B Directors and Executive Incorporated
Officers of Placer Dome herein by
U.S. Inc. reference to
Page 19 of
Amendment No. 2
EXHIBIT C Directors and Executive 18
Officers of Placer
Cortez Inc.
EXHIBIT D Directors and Executive 19
Officers of Placer Dome
Inc.
EXHIBIT E Form of transfer Incorporated
agreement, effective herein by
July 7, 1995, among reference to
Placer Dome U.S. Inc., Page 25 of
Placer Cortez Inc. and Amendment No. 2
Kennecott Explorations
(Australia) Ltd.
EXHIBIT F First Amendment to 22
Transfer Agreement,
effective July 7, 1995,
among Placer Dome U.S.
Inc., Placer Cortez
Inc. and Kennecott
Explorations
(Australia) Ltd.
EXHIBIT G First Amendment to 24
Assignment effective
July 7, 1995, between
Placer Dome U.S. Inc.
and Placer Cortez Inc.
<PAGE>
CUSIP No. 780287 10 8 13D Page 18 of 26 Pages
EXHIBIT C TO AMENDMENT NO. 3 TO SCHEDULE 13D
DIRECTORS (*) and EXECUTIVE OFFICERS
of PLACER CORTEZ INC.
Name, Business Address and Citizenship Principal Occupation or Employment
-------------------------------------- ----------------------------------
* BRUNSDON, SCOTT M. (Canadian citizen) Vice-President and Treasurer; also
One California Street, #2500 Vice President-Finance and
San Francisco, CA 94111-5472, U.S.A. Administration, Chief Financial
Officer and Treasurer of Placer
Dome U.S. Inc.
JEANNES, CHARLES A. (U.S. citizen) Secretary; also Secretary and
One California Street, #2500 General Counsel of Placer Dome
San Francisco, CA 94111-5472, U.S.A. U.S. Inc.
* TAYLOR, JAY K. (Canadian citizen) President; also President, Chief
One California Street, #2500 Executive Officer and Director of
San Francisco, CA 94111-5472, U.S.A. Placer Dome U.S. Inc.
* WALSH, ARTHUR L. (U.S. citizen) Mine Manager of Cortez Gold Mines
555 W. Silver Street, #101
Elko, Nevada 89801, U.S.A.
<PAGE>
CUSIP No. 780287 10 8 13D Page 19 of 26 Pages
EXHIBIT D TO AMENDMENT NO. 3 TO SCHEDULE 13D
DIRECTORS of PLACER DOME INC.
Principal Occupation or Employment
Name of Director and Citizenship and Business Address
-------------------------------- -----------------------------------
BUELL, THOMAS A. (Canadian citizen) Chairman, Weldwood of Canada
Limited (forest products company)
1055 West Hastings Street,
Vancouver, B.C. V6B 3V8, Canada
CHERNIAVSKY, PETER A. (Canadian Chairman, B.C. Sugar Refinery,
citizen) Limited
123 Rogers Street
Vancouver, B.C. V6B 3V2, Canada
COULOMBE, G. BERNARD (Canadian President and CEO, J M Asbestos
citizen) Inc. (producer of chrysotile
asbestos fibres)
111 St. Luc Boulevard
Asbestos, Quebec JlT 3N2, Canada
FRANKLIN, ROBERT M. (Canadian citizen) President, Signalta Capital
Corporation (investment company);
also Chairman of Placer Dome Inc.
Suite 3201, P.O. Box 43, 130
Adelaide Street West, Toronto,
Ontario M5H 3P5, Canada
MCDONALD, H. JOHN (Canadian citizen) Chairman, Black & McDonald Limited
(an international electrical and
mechanical contracting company)
Suite 2800, 2 Bloor Street
East,Toronto, Ontario M4W 1A8,
Canada
MCFARLAND, ALAN R. (U.S. citizen) General Partner, McFarland,
Dewey & Co. (investment bankers)
Suite 1450, 230 Park Avenue, New
York, New York 10169, U.S.A.
MICHEL, CLIFFORD L. (U.S. citizen) Partner, Cahill Gordon & Reindel
(law firm); also President and
CEO of Wenonah Development Company
(private investment company)
80 Pine Street, New York, New York
10005, U.S.A.
RYAN, BARTHOLOMEW C. (Australian Private Investor; also a director
citizen) of Placer Pacific Limited
c/o Placer Pacific Limited,
Goldfields House, Level 16, One
Alfred Street, Sydney Cove, NSW
2000, Australia
<PAGE>
CUSIP No. 780287 10 8 13D Page 20 of 26 Pages
EXHIBIT D TO AMENDMENT NO. 3 TO SCHEDULE 13D
DIRECTORS of PLACER DOME INC., cont'd
Principal Occupation or Employment
Name of Director and Citizenship and Business Address
-------------------------------- -----------------------------------
TAYLOR, VERNON F. III (U.S. citizen) Vice-Chairman, Breece Hill
Technologies, Inc. (a private
computer peripherals manufacturer)
6287 Arapahoe Avenue
Boulder, Colorado 80303, U.S.A.
WILLSON, JOHN M. (Canadian citizen) President and CEO, Placer Dome
Inc.; also Chairman and a director
of Placer Dome Canada Limited,
Placer Dome U.S. Inc., Placer Dome
Latin America and Placer Pacific
Limited
Suite 1600, 1055 Dunsmuir Street,
Vancouver, B.C. V7X 1P1, Canada
WILSON, WILLIAM G. (Canadian citizen) Business Consultant
2 Westfield, Sion Hill
Rock Road, Blackrock
Co. Dublin, Ireland
<PAGE>
CUSIP No. 780287 10 8 13D Page 21 of 26 Pages
EXHIBIT D TO AMENDMENT NO. 3 TO SCHEDULE 13D, cont'd
EXECUTIVE OFFICERS of PLACER DOME INC.
Name, Business Address and Citizenship Principal Occupation or Employment
- -------------------------------------- ------------------------------------
WILLSON, JOHN M. (Canadian citizen) See "Directors of Placer Dome
Suite 1600, 1055 Dunsmuir Street Inc."
Vancouver, B.C. V7X 1P1, Canada
AUSTIN, IAN G. (Canadian citizen) Senior Vice-President and CFO of
Suite 1600, 1055 Dunsmuir Street Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
BREHAUT, C. HENRY (Canadian citizen) Senior Vice-President, Environment
Suite 3201, 130 Adelaide Street West of Placer Dome Inc.
Toronto, Ontario M5H 3P5, Canada
GONZALEZ-URIEN, ELISEO (U.S. citizen) Senior Vice-President, Exploration
2085 Hamilton Avenue, #150 of Placer Dome Inc.
San Jose, CA 95125, U.S.A.
LAIRD, ALEXANDER M. (Canadian citizen) Senior Vice-President, Placer Dome
Suite 1600, 1055 Dunsmuir Street Group of Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
SMOLIK, THEODORE J. (Canadian citizen) Senior Vice-President, Project
Suite 1600, 1055 Dunsmuir Street Development of Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
NICOL, BRUCE B. (Canadian citizen) Controller of Placer Dome Inc.
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
TENNANT, JAMES C. (Canadian citizen) Vice-President, Human Resources of
Suite 1600, 1055 Dunsmuir Street Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
MCLENNAN, REX J. (Canadian citizen) Vice-President and Treasurer of
Suite 1600, 1055 Dunsmuir Street Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
<PAGE>
CUSIP No. 780287 10 8 13D Page 22 of 26 Pages
EXHIBIT F TO AMENDMENT NO. 3 TO SCHEDULE 13D
FIRST AMENDMENT TO TRANSFER AGREEMENT
This FIRST AMENDMENT TO TRANSFER AGREEMENT is made effective as of July 7,
1995, by and among PLACER DOME U.S. INC., a California corporation ("Assignor"),
PLACER CORTEZ INC., a Delaware corporation ("Assignee"), and KENNECOTT
EXPLORATIONS (AUSTRALIA) LTD., a Delaware corporation ("KEA").
RECITALS
--------
A. Assignor, Assignee and KEA are parties to that certain Transfer Agreement
made effective July 7, 1995 (the "Transfer Agreement") concerning the transfer,
assignment, quitclaim and conveyance of all of Assignor s right, title and
interest in and to the Cortez Joint Venture to Assignee;
B. Assignor, Assignee and KEA wish to amend the Transfer Agreement as provided
hereinbelow.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Transfer Agreement, the parties hereto agree as
follows:
1. That the paragraph designated as (7) of the Transfer Agreement be
amended to provide as follows:
"7. The parties agree that Assignor shall continue to serve as
manager of the Joint Venture. KEA specifically consents to the
assignment and transfer of Assignor s interest in the Agreement, the
Joint Venture and the Other Assets to Assignee as described herein."
<PAGE>
CUSIP No. 780287 10 8 13D Page 23 of 26 Pages
2. That, except as specifically provided for in this First Amendment, the
Transfer Agreement shall remain in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, Assignor, Assignee and KEA have caused this First
Amendment to Transfer Agreement to be executed as of the day and year first
above written.
PLACER DOME U.S. INC. PLACER CORTEZ INC.
By: /s/ Charles A. Jeannes By: /s/ Charles A. Jeannes
----------------------------- ----------------------------
Charles A. Jeannes Charles A. Jeannes
Its: Secretary Its: Secretary
---------------------------- ---------------------------
KENNECOTT EXPLORATIONS (AUSTRALIA) INC.
By: /s/ F. D. Hegner
-------------------------
Its: Chief Legal Officer
------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 24 of 26 Pages
EXHIBIT G TO AMENDMENT NO. 3 TO SCHEDULE 13D
FIRST AMENDMENT TO ASSIGNMENT
This FIRST AMENDMENT TO ASSIGNMENT is made effective as of July 7, 1995,
between PLACER DOME U.S. INC., a California corporation qualified to do business
in the State of Nevada ("Assignor"), whose address is One California Street,
Suite 2500, San Francisco, California 94111, and PLACER CORTEZ INC., a Delaware
corporation qualified to do business in the State of Nevada ("Assignee"), whose
address is One California Street, Suite 2500, San Francisco, California 94111.
RECITALS
--------
A. Assignor and Assignee are parties to that certain Assignment made effective
July 7, 1995 (the "Assignment") concerning the transfer, assignment, quitclaim
and conveyance of all of Assignor s right, title and interest in and to the
Cortez Joint Venture to Assignee;
B. Assignor and Assignee wish to amend the Assignment as provided hereinbelow.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Assignment, the parties hereto agree as follows:
1. That the paragraph designated as (e) of the Assignment be deleted in
its entirety, with the following paragraph inserted as the penultimate
paragraph on Page 1 of said Assignment:
"Notwithstanding paragraphs (a) through (d) above, Assignee
specifically recognizes and acknowledges that Assignor shall continue
to serve as the manager of the Joint Venture."
<PAGE>
CUSIP No. 780287 10 8 13D Page 25 of 26 Pages
2. That, except as specifically provided for in this First Amendment, the
Assignment shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, Assignor and Assignee have caused this First Amendment
to Assignment to be executed as of the day and year first above written.
PLACER DOME U.S. INC. PLACER CORTEZ INC.
By: /s/ Charles A. Jeannes By: /s/ Charles A. Jeannes
----------------------------- ----------------------------
Charles A. Jeannes Charles A. Jeannes
Its: Secretary Its: Secretary
---------------------------- ---------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 26 of 26 Pages
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this the 8th day of July 1996 before me, the undersigned Notary Public,
personally appeared Charles a. Jeannes, personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacities, and that by his signature on the
instrument the person, or the entities upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ Andrea Kawai
-----------------------------------------
Notary Public
[Seal]
